EFTA Document EFTA01295610

RECEIVED ARTICLES OF INCORPORAIIM°V• °FEW E OF loll APR 12 PP1 12 W6 CORPORATIONS -$LT MORT, INC, We, the undersigned, for the purposes of associating to establish a corporation for the transaction of the business and the promotion and conduct of the objects and purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the Virgin Islands of the United States (hereinafter called the Virgin Islands), and particularly the Gemmel Corporation Law of the Virgin Islands (Chapter 1, TItle 13, Virgin Islands Code), as the same maybe amended from time to time, do make and file these Articles of Incorporation in writing and do certify: ARTICLE I The name of the Corporation (hereinafter referred to as the "Corporation") is MORT, INC. ARTICLE II The principal office of the Cotporation in the U.S. Virgin Islands is located at 6100 Red Hook Quarter, B-3, St. Thomaa,1/8V1 00802, and the name of the resident agent of the Corporation is George FLT. Dudley, whose address is Law House, 1000 Frederiksberg Oade, St. Thomas, U.S. Virgin Islands 00802. ARTICLE III Without limiting in any warmer the scope and generality of the allowable functions of the Corporation, it is hereby provided that the Corporation shall have the following purposes, objects and powers: (1) To engage in any lawful business. (2) To engage in any commercial, industrial, agricultural, marketing, transportation, or service activity calculated or designed to be profitable to the Corporation. (3) To design, develop, manufacture, constniet, assemble, install, repair, maintain, prepare and compound and to buy, sell, import, export, and otherwise deal in commercial, industrial, agricultural, or other instruments, appliances, tools, machinery, equipment, pans, supplies, accessories, devices, preparations, compounds, and articles and goods, wares and merchandise of every kind; to maintain and operate laboratories and testing facilities of every kind and to canyon the business of analysts, testers, examiners, advisors and technical consultants with respect to SDNY_GM_00056767 CONFIDENTIAL — PURSUANT TO FED. R.Q;;WE IDENTIAL DB-SDNY-0019591 EFTA_00I 67337 EFTA01295610 materials, equipment and processes of every kind and to carry on research and experiments with respect thereto. (4) To acquire, hold, maintain, and operate such plants, workshops, offices, stores, buildings, equipment, vehicles and vessels as may be desirable for the proper conduct of the business herein referred to, and to do and perform every other act that may bo legally performed by the corporation engaged in such business. (5) To apply for, acquire, register, use, hold, sell, assign or otherwise dispose of (either absolutely or by way of lease, tnortgage, pledge, or license), to grant licenses with respect to and otherwise turn to account any letters patent of the United States or of arty %reign country, or pending applications therefor, and anyinventions, improvements, devices, trade secrets, formulae, processes, trademarks, trade names, brands, labels, copyrights and privileges and any right, title or interest therein. (6) To purchase or otherwise acquire, hold, own, mortgage, pledge, sell, enjoy or otherwise turn to account, assign and transfer and to invest, trade and deal in goods, wares and merchandise, and. eal and personal property of every kind. (7) To acquire all or any part of the good will, rights, property and business of any person, firm, association, corporation or other entity, and to pay for the sante in cash or in stocks or bonds of this Corporation or otherwise and to hold or in any manner dispose of the, whole or any pan of the property so purchased, and to assume in connection therewith any liabilities of any such person, firm, association, corporation or other entity, and to conduct in arty lawful manner, in any place the whole or any part of the business thus acquired. (8) To purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose oft° shares of the capital stock of, or any bonds, securities or evklences of indebtedness created by any other corporation or corporations of the Virgin lsla ads, or any otherjurisdiction and, while the owner of such stocks, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote any stock thus owned. (9) To borrow or raise money to any wnount permitted by law by the sale or issue of bonds, notes, debentures or other obligations of any kind, to guarantee loans, other types of indebtedness and financing obligations, and to secure the foregoing by mortgages or other liens upon any and all of the property of every kind of the Corporation, (10) To enter into and carry out any contracts for or in relation to the foregoing business with any person, Elm, association, corporation, or other entity, or government or governmental agency. (11) To conduct its business in the Virgin Islands and elsewhere in the United States and foreign countries and to have offices within or outside the Virgin Istraids and to hold, purchase, mortgage and convey rent and personal property within or outside the Virgin Islands, SDNY_GM_00056768 CONFIDENTIAL — PURSUANT TO FED R.QP NE I DENTIAL DB-SDNY-00 19592 EFTA 001673;8 EFTA01295611 (12) To do all and everything necessary, suitable and proparfir the accomplishment of any of the purposes or the attainment of any of the objects or the exercise of any of the powers hereinsot forth, either alone of iu commotion with other flans, individuals, associations or corporations in the Virgin Islands and istsewhat in the United States and foreign countries, and to do any other acts or things incidental or appurtenant to or growing out of or connected with the said business, purposes, objects and powers, or any part thereof, not inconsistent with the laws of the Virgin Islands, and to exercise any and all powers now or hereafter conferred by law on business corporations whothor °sweaty enumerated herein or not. • The purposes, objects and powers specified in this Article shall not be limited or restricted by reference to the teens of any other subdivision or of any other article of these Articles of Incorporation. ARTICLE IV The total number of shares of all classes of stock which the Corporation is authorized to issue is ONE THOUSAND (1,000) shams of common stook of $0.01 par value; no preferred stock authorized. The minimum amount of capital with which the Corporationwin commerce business is ONE THOUSAND DOLLARS ($1,000.00). ARTICLE V The names and places of residence of each of the persons forming the Corporation are as follows: Ammo William S. McConnell Denise .1. Richards Michelle Connox SDNY_GM_00056769 CONFIDENTIAL — PURSUANT TO FED R.CON(F IDENTIAL DB-SDNY-0019593 EF1'A_00167339 EFTA01295612 (c) ARTICLE VI The Corporation is to have perpetual existence. ARTICLE VII For the management of the business and for the conduct of the affairs of the Corporation, and in further creation, definition, limitation and regulation of the powers of the Corporation and of its directors, it is Anther provided: (1) The number of directors of the Corporation shall be fixed by, or in the manner provided in, the Bylaws, but in no case shall the number be less than three (unless the General Corporation Law is amended to allow a ►ower number). The directors need not be stockholders, (2) In Arthenmee and not in limitation of the powers conferred by the laws of the Virgin Islands, and subject at all times to the provisions thereof, the Board of Directors is expressly authorized and empowered: (a) To make and adopt the By-Laws of the Corporation, subject to the powers of rho stockholders to alter, repealer modify the By-Laws adopted by theBoard of Directors. (b) To authorize and issue obligations of the Corporation, secured and unsecured, to Include therein such provisions as to redeemability, convertibility or otherwise, as the Board of Directors in its solo discretionmay determine, and to authorize the mortgaging or pledging of, and to authorize and cause to be executed mortgages and liens upon, any property of the Corporation, real or personal, including after acquired property. To determine whether any and, if any, what part of the net profits of the Corporation or of its net assets in excess of its capital shall be declared in dividends and paid to the stockholders, and to direct and determine the use end disposition thereof. (d) To set apart a reserve or reserves, and to abolish such reserve or reserves, or to make such other provisions, if any, as the Board of Directors may deem necessaty or advisable for working capital, for additions, improvements and betterments to plant and equipment, for expansion of the business of the Corporation (including the acquisition of real and personal property for this purpose) and for any other purpose of the Corporation. (e) To establish bonus, profit-sharing, pea sion. thrift and other types of incentive, compensation or retirement plans for the officers and employees (including SDNY_GM_00056770 CONFIDENTIAL — PURSUANT TO FED. R.CON(F IDENTIAL DB-SONY-0019594 EFTA_00167340 EFTA01295613 officers and employees who are also directors) of the Corporation, end to fix the amount of profits to be distributed or shared or contributed and the amounts of the Corporation's fields or otherwise to be devoted thereto, mid to determine the persons to participate in any such plans and the amounts of their respective participations. (f) To issue or grant options for the purohase of shines of stock of the Corporation to officers and employee° (including officers and employees who are also directors) of the Corporation and OD such trams and conditions as the Board of Directors may from time to time determine. (g) To enter into contracts for the management of the business of the Corporation. (h) To exercise all the powers of the Corporation, except such as arc conferred by law, or by these Articles of Incotpomtion or by the Bytaws of the Corporation upon the stockholders. (i) To issue such classes of stock and series within any class of stock with such value end voting powers and with such designati0ns, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof as is stated in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors and duly filed with the Office of the 1.s. Governor of the Virgin islands in accordance with 13 V.I.C. §91 end 13 V.1.C. §97; as the same may be amended from time to time. ARITCLE VW The Corporation reserves the right to amend, alter or repeal any of the provisions of these Articles of Incorporation and to add or insert other provisions authorized by the laws of the Virgin Islands at the time In force in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the Board of Directors and the stockholders by these Articles of Incorporation am granted subject to the provisions of this Article. SDNY_GM_00056771 CONFIDENTIAL — PURSUANT TO FED R.QP NE I DENTIAL DB-SDNY-0019595 EFTA 1x1167341 EFTA01295614 IN WITNESS WHEREOF, we have hereunto subscribed our wince this day of April. 2011. William S. McConnell, lnberpoaator Mi lo Connor, . monitor Denise J. Ric TERRITORY OF TUB VIRGIN ISLANDS ) ss: Dormer OF ST. THOMAS AM) ST. JOHN ) The foregoing instrument was aclalowledged holism me this -f it ay of April, 2011. bY William S. McConnell, Denise J. Richards, end Michelle Connor, A. NNotaryr chile • J* ' •-• -• MARY L YAM" - p. MIY COMMISSION DiPlAffite24014 10435.10 eniDott and Ha and Scitintnonwegiesi 3GainsMonpotory Swam PIWOXICIll2R.1321LEOC -6- CONFIDENTIAL - PURSUANT TO FED. R.crt-ME IDENTIAL SDNY_GM_00056772 DB-SONY-0019596 EFTA_OOI 67342 EFTA01295615